UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934 (Amendment No. __)
Check the
appropriate box:
[X] |
Preliminary
Information Statement |
[ ] |
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
[ ] |
Definitive Information
Statement |
ST.
JOSEPH, INC.
(Name
of Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X] |
No
fee required |
[ ] |
Fee computed on
table below per Exchange Act Rules 14c-5(g) and 0-11 |
|
|
(1) |
Title of each
class of securities to which transaction applies: ______________ |
(2) |
Aggregate number
of securities to which transaction applies: ______________ |
(3) |
Per unit price
or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined): ______________ |
(4) |
Proposed maximum
aggregate value of transaction: ______________ |
(5) |
Total fee paid:
______________ |
|
|
[ ] |
Fee paid previously
with preliminary materials. |
[ ] |
Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing. |
|
|
(1) |
Amount Previously
Paid: ______________ |
(2) |
Form, Schedule
or Registration Statement No.: ______________ |
(3) |
Filing Party:
______________ |
(4) |
Date Filed: ______________ |
Note.
Where any item, other than Item 4, calls for information with respect to any matter to be acted upon at the meeting or, if no
meeting is being held, by written authorization or consent, such item need be answered only with respect to proposals to be made
by the registrant. Registrants and acquirees that meet the definition of “small business issuer” under Rule 12b-2
of the Exchange Act (§240.12b-2) shall refer to the disclosure items in Regulations S-B (§228.10 et seq. of this chapter)
and not Regulation S-K (§229.10 et seq. of this chapter). If there is no comparable disclosure item in Regulation S-B, small
business issuers need not provide the information requested. Small business issuers shall provide the financial information in
Item 310 of Regulation S-B in lieu of any financial statements required by Item 1 of §240.14c-101.
ST.
JOSEPH, INC.
4205
Carmel Mountain Drive
McKinney,
TX 75070
Telephone:
(918) 742-1888
Facsimile:
(918) 749-0555
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT
HAVE ALREADY BEEN APPROVED BY THE WRITTEN CONSENT OF SHAREHOLDERS WITH A MAJORITY OF THE VOTING RIGHTS. A VOTE OF THE REMAINING
SHAREHOLDERS IS NOT NECESSARY.
NOTICE
OF WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF MEETING
TO
ALL STOCKHOLDERS OF ST. JOSEPH, INC.:
NOTICE
IS HEREBY GIVEN to you as a stockholder of record of St. Joseph, Inc., a Colorado corporation (the “Company”), that
a Majority Written Consent in Lieu of an Annual Meeting of Stockholders (the “Written Consent”) has been executed
to be effective 20 days from the date of the delivery of this Information Statement to you. The Written Consent authorizes the
following corporate actions:
|
1. |
The
election of five Directors for a term of one year or until their successors are duly elected and qualified; and |
|
|
|
|
2. |
The
ratification of B. F. Borgers CPA CP, as our independent public accountants; and |
|
|
|
|
3. |
The
approval to increase the capitalization of the Company from of One Hundred Million (100,000,000) shares of common stock, $.001
par value, and Twenty-Five Million (25,000,000) shares of preferred stock, $0.001 par value; to Two Hundred Million (200,000,000)
shares of common stock, par value of $0.001, and Fifty Million (50,000,000) shares of preferred stock, $.001 par value in
anticipation of a Reverse Take Over (RTO) that will, upon execution of a definitive agreement, be conducted with Zone USA
whereupon St. Joseph, Inc will acquire 100% of Zone USA which has a 50% ownership position in ANZ Communications, LLC a nationally
recognized domestic telecom company, through the issuance of (i) such number of shares of common stock that will be not more
than 80% of the total issued and outstanding shares of St. Joseph on a fully diluted and converted basis upon completion of
the RTO, or (ii) preferred stock convertible into such number of common stock. It is also anticipated that at a simultaneous
closing of the RTO, St. Joseph will have raised minimum net proceeds of $10 million through the issuance of its common stock.
|
|
|
|
|
4. |
The
approval to grant the authority to change the name of the Company as it is deemed appropriate. |
|
|
|
|
5. |
To
authorize management to enter into an agreement with a Broker-Dealer(s) which are compliant with FINRA and the Securities
and Exchange Commission rules and regulations for the sale of net $10,000,000 (Ten Million Dollars) of St. Joseph common stock.
At a simultaneous closing funding requirements to effect the RTO will have been satisfied and a definitive agreement will
be signed. |
Because
execution of the Written Consent was assured, our Board of Directors believes it would not be in the best interests of our company
and its stockholders to incur the costs of holding an annual meeting or of soliciting proxies or consents from additional stockholders
in connection with these actions. Based on the foregoing, our Board of Directors has determined not to call an Annual Meeting
of Stockholders, and none will be held this year.
The
entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of common stock held of record
by them.
The
Board of Directors has fixed the close of business on February 6, 2015 as the record date (the “Record Date”) for
the determination of stockholders who are entitled to receive this Information Statement. This Information Statement is being
sent to on or about (20 days following record date) February 26, 2015 to all stockholders of record as of the Record Date. Under
Colorado law, stockholders are not entitled to dissenter’s rights of appraisal with respect to any of the matters being
authorized herein.
February
26, 2015 |
|
|
|
|
By
order of the Board of Directors |
|
|
|
/s/
Gerald McIlhargey |
|
Gerald
McIlhargey |
|
President
and Director |
ST.
JOSEPH, INC.
4205
Carmel Mountain Drive
McKinney,
TX 75070
Telephone:
(918) 742-1888
Facsimile:
(918) 749-0555
INFORMATION
STATEMENT ON SCHEDULE 14C
PRINCIPAL
STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
At
February 6, 2015, we had 13,085,341 shares of common stock issued and outstanding. Each shareholder is entitled to one vote per
share. Holders of our preferred stock have no voting rights in respect of the shares of preferred stock held by them.
Only
shareholders of record at the close of business as on February 6, 2015 (the “Record Date”) are entitled to notice
of this Information Statement.
The
following table sets forth certain information regarding the shares of our outstanding common stock beneficially owned as of the
date hereof by (i) each of the our directors and executive officers, (ii) all directors and executive officers as a group, and
(iii) each other person who is known by us to own beneficially more than 5% of the our common stock based upon 13,085,341 issued
common shares.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information as of February 6, 2015 based on information obtained from the persons named below, with
respect to the beneficial ownership of our common and preferred stock by (i) each person (including groups) known to us to be
the beneficial owner of more than 5 percent of our common stock, and (ii) each Director and Officer, and (iii) all Directors and
Officers of the Company, as a group. Except as otherwise indicated, all stockholders have sole voting and investment power with
respect to the shares listed as beneficially owned by them, subject to the rights of spouses under applicable community property
laws.
Name of Beneficial
Owner (1) | |
Number
of
Shares of
Common Stock (2) | | |
Percent
Outstanding | | |
Number
of
Shares of Series
A Preferred
Stock (2) | | |
Percent
Outstanding | |
Gerald McIlhargey, President, Chief Executive Officer and Director | |
| 889,923 | (3) | |
| 6.37 | % | |
| 0 | | |
| 0.00 | % |
| |
| | | |
| | | |
| | | |
| | |
Kenneth L. Johnson, Secretary, Treasurer and Director | |
| 150,000 | (4) | |
| 1.13 | % | |
| 0 | | |
| 0.00 | % |
| |
| | | |
| | | |
| | | |
| | |
Bruce Schreiner, Director | |
| 100,000 | (3) | |
| 0.76 | % | |
| 0 | | |
| 0.00 | % |
| |
| | | |
| | | |
| | | |
| | |
Maureen O’Brien, Director | |
| 75,000 | (6) | |
| 0.57 | % | |
| 0 | | |
| 0.00 | % |
| |
| | | |
| | | |
| | | |
| | |
Donal Ford, Director | |
| 75,000 | (5) | |
| 0.57 | % | |
| 0 | | |
| 0.00 | % |
| |
| | | |
| | | |
| | | |
| | |
All Executive Officers and Directors as a Group (Five Individuals) | |
| 1,319,877 | | |
| 9.40 | % | |
| 0 | | |
| 0.00 | % |
| |
| | | |
| | | |
| | | |
| | |
Hong Kong Base, Ltd. | |
| 1,450,000 | (7) | |
| 11.82 | % | |
| 0 | | |
| 0.00 | % |
| |
| | | |
| | | |
| | | |
| | |
Desert Projects, Inc. | |
| 824,967 | (8) | |
| 6.72 | % | |
| 0 | | |
| 0.00 | % |
| |
| | | |
| | | |
| | | |
| | |
Camille Quinn | |
| 8,994 | (9) | |
| 0.03 | % | |
| 5,708 | | |
| 100.00 | % |
|
(1) |
The
address for Messrs. McIlhargey, Johnson, Schreiner, Ford, and Ms. O’Brien is: c/o St. Joseph, Inc., 4205 Carmel Mountain
Drive, McKinney, TX 75070. The address for Hong Kong Base, Ltd. is Unit C, 26th Floor, CNT Tower, 338 Hennessey Road, Wanchai,
Hong Kong, China. The address for Desert Projects, Inc. 345 N. Via Las Palmas, Palm Springs, CA 92262. The address for Ms.
Quinn is 5800 E. Skelly Drive, Suite 1230, Tulsa, Oklahoma 7413. Except as indicated by footnote, and subject to applicable
community property laws, the persons named in the table have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them. |
|
(2) |
Based
upon 13,085,341 shares of common stock and 5,702 shares of Series A Preferred Stock issued and outstanding on March 31, 2014.
Percentages are rounded to the nearest one hundredth of a percent. As required by Item 403 of Regulation S-B, calculated on
the basis of the amount of outstanding securities plus, for each person or group, any securities that person or group has
the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights. The percentage of
the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. |
|
(3) |
Includes
fully vested options to purchase 100,000 shares of our common stock at an exercise price of $.50 per share. |
|
(4) |
Includes
fully vested options to purchase 25,000 shares of our common stock at an exercise price of $.50 per share. |
|
(5) |
Includes
fully vested options to purchase 50,000 shares of our common stock at an exercise price of $.50 per share. |
|
(6) |
Includes
fully vested options to purchase 42,500 shares of our common stock at an exercise price of $.50 per share. |
|
(7) |
Hong
Kong Base Ltd is a corporation organized under the laws of Hong Kong and is beneficially owned by Yvonne Chun Siu Fun. |
|
(8) |
Desert
Projects, Inc. is a corporation organized under the laws of the State of Nevada and is beneficially owned by James Ralph Houston |
|
(9) |
Includes
5,708 shares of common stock, which would be issuable on conversion of the 5,702 shares of Series A Preferred Stock held by
Ms. Quinn. |
ELECTION
OF DIRECTORS
Five Directors
were elected for the ensuing year or until their successors are duly elected and qualified.
Name |
|
Age |
|
Position |
|
Officer
and/or Director Since |
|
|
|
|
|
|
|
Gerald
McIlhargey |
|
67 |
|
President,
Chief Executive Officer and Director |
|
March
2004 |
|
|
|
|
|
|
|
Kenneth
Johnson |
|
54 |
|
Secretary,
Treasurer and Director |
|
April
2000 |
|
|
|
|
|
|
|
Bruce
Schreiner |
|
59 |
|
Director |
|
October
2003 |
|
|
|
|
|
|
|
Donal
Ford |
|
58 |
|
Director |
|
August
2006 |
|
|
|
|
|
|
|
Maureen
O’Brien |
|
65 |
|
Director |
|
August
2006 |
The
consent of a majority of the voting shares of the Company was given for the election of the directors listed above.
DIRECTORS
AND EXECUTIVE OFFICERS
Gerald
McIlhargey - Mr. McIlhargey has been a Director of St. Joseph since March of 2004. Mr. McIlhargey has spent over 25 years in management
consulting for public companies. In his various management roles, Mr. McIlhargey has extensive experience in Marketing and Manufacturing
as well as the Financing of Public Companies. Mr. McIlhargey has had a key role with several public companies, including International
Corona Resources, Collingwood Energy, Sense Technologies Inc. and Maple Leaf Petroleum. Mr. McIlhargey received a Bachelor of
Education degree from Simon Fraser University in British Columbia, Canada in 1972.
Kenneth
L. Johnson - Mr. Johnson has been a Director and Secretary/Treasurer of the Company since April of 2000. Mr. Johnson has been
the Secretary/Treasurer and Director of Staf*Tek from December of 2003, to the present. For the past twelve years, Mr. Johnson
has been employed by College Bookstore Management Systems (CMBS), a division of Nebraska Book Co., Inc. A provider of point of
sale and inventory control computer software for the college bookstore industry. Currently Mr. Johnson is a member of the
PRISM development team. Mr. Johnson is involved in product development, quality assurance, customer support and training. Mr.
Johnson graduated from Hastings College in 1985, earning a Bachelor of Arts Degree in Business Administration.
Bruce
E. Schreiner, CPA - Mr. Schreiner, CPA, has been a Director of the Company since October of 2003. Mr. Schreiner has also been
a Director of Staf*Tek Services, Inc. since October, 2003, to the present. Mr. Schreiner is a partner in the accounting firm of
Schroeder & Schreiner, P.C. He served as an Agent with the Internal Revenue Service for over five years, culminating in an
appointment to the Technical and Review Staff of Omaha, Nebraska, for the Nebraska District. Mr. Schreiner is a member of the
American Institute and Nebraska Society of Certified Public Accountants and the Grand Island Area Chamber of Commerce. Mr. Schreiner
is currently on the Board of Directors of Sense Technologies, Inc., a public company. Mr. Schreiner graduated magna cum laude
from Hastings College in 1975 earning a Bachelor of Arts Degree in both Economics and Business Administration with emphasis in
accounting.
Donal
Kent Ford - Mr. Ford has been a Director of the Company since August 24, 2006. For the past ten years Mr. Ford has been President
of Pinnacle Financial Services, Inc., a Third Party Administrator for Pension and Profit Sharing Plans located in Lantana, FL.
Mr. Ford is a Credentialed Member of the American Society of Pension Actuaries and is actively involved in the South Florida Benefits
Council. Mr. Ford has a Bachelor of Science in Business Administration from the University of Florida and a Doctor of Chiropractic
from Life University. He is also a Certified Pension Consultant with the American Society of Pension Professionals and Actuaries.
Maureen
O’Brien - Ms. O’Brien has been a Director of the Company since August 24, 2006. For the past six years Ms. O’Brien
has worked as Executive Assistant to David Core, CEO of Pinnacle Financial Services, Inc. For seven years prior to that Ms. O’Brien
specialized in start up ventures with Real Applications, Inc.
Term
of Office
Our
directors are elected for a one-year term to hold office until the next annual general meeting of our shareholders, or until removed
from office in accordance with our bylaws and applicable law. Our officers are appointed by our Board of Directors and hold office
until removed by the Board.
Family
Relationships
There
are no family relationships among the our officers and directors, nor are there any arrangements or understanding between any
of the directors or officers of our Company or any other person pursuant to which any officer or director was or is to be selected
as an officer or director.
Involvement
in Certain Legal Proceedings
During
the past five years, no present or former director, executive officer or person nominated to become a director or an executive
officer of the Company:
(1) |
was
a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time
of the bankruptcy or two years prior to that time; |
|
|
(2) |
was
convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses); |
|
|
(3) |
was
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; or |
|
|
(4) |
was
found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed,
suspended or vacated. |
Committees
of the Board of Directors; Meetings
During
the year ended December 31, 2014, the entire Board met seven times and acted six times by unanimous written consent. During fiscal
year 2014, no director attended fewer than 75% of the aggregate number of meetings of the Board and committees on which such director
served.
The
Board has two standing committees, the Audit Committee and the Compensation Committee. The Board does not have a separate Nominating
Committee and performs all of the functions of that committee.
The
Audit Committee
The
Audit Committee has as its primary responsibilities the appointment of the independent auditor for the Company, the pre-approval
of all audit and non-audit services, and assistance to the Board in monitoring the integrity of our financial statements, the
independent auditor’s qualifications, independence and performance and our compliance with legal requirements. The Audit
Committee has adopted a written charter, which was mailed to its shareholders in 2006. During the year ended December 31,
2014, the Audit Committee met two times. Bruce Schreiner, Donal Ford, and Maureen O’Brien are the current members of the
Audit Committee.
Since
we are not a “listed” company, we are not subject to rules requiring the members of our Audit Committee to be independent;
however we use the rules of The NASDAQ Stock Market in determining whether directors are independent for disclosure purposes.
Based on its review of the applicable rules of The NASDAQ Stock Market governing audit committee membership, the Board believes
that all members of the Audit Committee are “independent” within the meaning of such rules.
The
Securities and Exchange Commission (“SEC”) requires a company to disclose whether it has an “Audit Committee
Financial Expert” serving on its audit committee. Based on its review of the criteria of an Audit Committee Financial Expert
under the rule adopted by the SEC, the Board believes that one member of the Audit Committee, Mr. Schreiner, qualifies as an Audit
Committee Financial Expert. Each of the other current members have made significant contributions and provided valuable service
to St. Joseph and its stockholders as members of the Audit Committee and the Board believes that each of them has demonstrated
that he is capable of (i) understanding generally accepted accounting principles (“GAAP”) and financial statements,
(ii) assessing the general application of GAAP principles in connection with the accounting for estimates, accruals and reserves,
(iii) analyzing and evaluating our financial statements, (iv) understanding internal controls and procedures for financial reporting,
and (v) understanding audit committee functions, all of which are attributes of an Audit Committee Financial Expert under the
rule adopted by the SEC. Given the business experience and acumen of these individuals and their service as members of the Audit
Committee, the Board believes that each of them is qualified to carry out all duties and responsibilities of the Audit Committee.
Compensation
Committee
The
Compensation Committee recommends to the Board annual salaries for senior management and reviews all company benefit plans. During
the year ended December 31, 2014, the Compensation Committee met one time and reviewed the compensation of all St. Joseph employees.
The current members of the Compensation Committee are Bruce Schreiner, Kenneth Johnson, and Donal Ford.
Compliance
with Section 16(a) of the Securities Exchange Act of 1934
Section
16(a) of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and directors and persons owning
more than ten percent of our Common Stock to file initial reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Officers, directors and persons who are the beneficial owners of more than 10% of the
common stock of the Company are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely upon review of the copies of such reports furnished to us during, and with respect to, the fiscal year ended December 31,
2014 or any written representations we received from a director, officer, or beneficial owner of more than 10% of our common stock
that no other reports were required during that period, we believe that, for the fiscal year ended December 31, 2014, all Section
16(a) filing requirements applicable to our reporting persons were met.
Code
of Ethics
We
have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting
officer or controller, and persons performing similar functions. The code of ethics can be viewed on our website: www.stjosephinc.com.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Other
than disclosed below, none of the directors or executive officers of the Company nor any person who beneficially owns, directly
or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, nor any promoter
of the Company, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any
transaction since the beginning of the Company’s 2014 fiscal year or in any presently proposed transaction which, in either
case, has or will exceed one percent of the average of the Company’s total assets at year end for the last two completed
fiscal years. The Company has not entered into transactions with any member of the immediate families of the foregoing persons,
nor is any such transaction proposed.
Review,
Approval or Ratification of Transactions with Related Persons
Because
of our small size, the Company does not have any formal written policies and procedures for the review, approval or ratification
of transactions with related persons. Such transactions are considered by the Company’s management and Board of Directors
on a case by case basis.
EXECUTIVE
COMPENSATION
All
decisions regarding compensation for our executive officers and executive compensation programs are reviewed, discussed, and approved
by the Board of Directors. All compensation decisions are determined following a detailed review and assessment of external competitive
data, the individual’s contributions to the Company’s success, any significant changes in role or responsibility,
and internal equity of pay relationships.
SUMMARY
COMPENSATION TABLE
The
following table sets forth information concerning the compensation of our named executive officers during 2012, 2013 and 2014:
Summary
Compensation Table
Name and
Principal
Position | |
| Year | | |
| Salary
($) | | |
| Bonus
($) | | |
Stock
Awards
($) | |
Option
Awards
($) | |
Non-Equity
Incentive Plan
Compensation
($) | |
Non-Qualified
Deferred
Compensation
Earnings ($) | |
All other
Compensation
($) | |
| Total
($) | |
(a) | |
| (b) | | |
| (c) | | |
| (d) | | |
(e) | |
(f) | |
(g) | |
(h) | |
(i) | |
| (j) | |
| |
| | | |
| | | |
| | | |
| |
| |
| |
| |
| |
| | |
Gerald McIlhargey President,
CEO and Director
| |
| 2012
2013
2014 | | |
| -
-
- | | |
| - - - | | |
- - - | |
- - - | |
- - - | |
- - - | |
- - - | |
| - - - | |
| |
| | | |
| | | |
| | | |
| |
| |
| |
| |
| |
| | |
Kenneth L.
Johnson,
Secretary,
Treasurer and
Director | |
| 2012
2013
2014 | | |
| - - - | | |
| - - - | | |
- - - | |
- - - | |
- - - | |
- - - | |
- - - | |
| - - - | |
Compensation
Summary
Gerald
McIlhargey. Mr. McIlhargey was appointed President and Chief Executive Officer of our Company on May 17, 2006. Mr.
McIlhargey has served as a Director of our Company since March of 2004. We do not have an employment agreement with Mr.
McIlhargey and he is not receiving any compensation for serving as our President. On August 24, 2006, he received options to
purchase 100,000 shares of our common stock for agreeing to serve as a director on our Board. The options currently have an
exercise price of $.50 per share and expire on December 31, 2015.
Kenneth
L. Johnson. We do not have an employment agreement with Mr. Johnson and he is not receiving any compensation for serving as
our Secretary and Treasurer. On August 24, 2006, he received options to purchase 25,000 shares of our common stock for agreeing
to serve as a director on our Board. The options currently have an exercise price of $.50 per share and expire on December 31,
2015.
OUTSTANDING
EQUITY AWARDS AT FISCAL-END
The
following table provides information concerning equity awards as of our 2014 fiscal year end, December 31, 2014, held by each
of our named executive officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
Option Awards | |
Stock Awards | |
Name | |
Number of Securities Underlying Unexercised Options (#) Exercisable | | |
Number of Securities Underlying Unexercised Options (#) Unexercisable | | |
Equity Incentive Plan Awards: Number of Securities Underlying Unexer-cised Unearned Options (#) | | |
Option Exercise Price ($) | | |
Option Expira-tion Date | |
Number of Shares or Units of Stock That Have Not Vested (#) | | |
Market Value of Shares of Units of Stock That Have Not Vested (#) | | |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
(a) | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | |
(g) | | |
(h) | | |
(i) | | |
(j) | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
Gerry McIlhargey | |
| 100,000 | | |
| - | | |
| - | | |
$ | .50 | | |
December 31, 2015 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
Kenneth L. Johnson | |
| 25,000 | | |
| - | | |
| - | | |
$ | .50 | | |
December 31, 2015 | |
| - | | |
| - | | |
| - | | |
| - | |
Director
Compensation
The
directors receive no annual compensation other than the options they received for serving on the board of directors of St. Joseph;
however, they are reimbursed for out-of-pocket expenses incurred in connection with the Company’s business.
On
August 24, 2006 each of the directors listed below received fully vested options to purchase up to 50,000 shares of our common
stock and Director Bruce Schreiner received an additional 50,000 shares on November 13, 2013 for agreeing to serve as our directors.
Maureen O’Brien exercised 7,500 of these options on August 23, 2012. The options had an exercise price of $1.05 and were
set to expire on December 31, 2014. On October 14, 2014, these remaining options were extended to December 31, 2015 at an exercise
price of $.50 per share.
As
shown by the following table, none of our directors who are not executive officers received any compensation during our fiscal
year ended December 31, 2014:
Name | |
| Fees earned or paid in cash
($) | | |
| Stock
Awards
($) | | |
| Option
Awards
($) | | |
| Non-equity
incentive plan
compensation
($) | | |
| Nonqualified
deferred
compensation
earnings
($) | | |
| All
other
compensation
($) | | |
| Total
($) | |
(a) | |
| (b) | | |
| (c) | | |
| (d) | | |
| (e) | | |
| (f) | | |
| (g) | | |
| (h) | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Bruce Schreiner | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Donal Ford | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Maureen O’Brien | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
INDEPENDENT
PUBLIC ACCOUNTANTS
We
appointed the accounting firm of BF Borgers CPA PC effective January 1, 2013 as the independent registered public accountants
of our company for the year ending December 31, 2014. BF Borgers CPA PC audited our financial statements for the years ending
December 31, 2013 and 2012.
Principal
Accountant Fees and Services
Our
independent auditor, BF Borgers CPA PC, billed an aggregate of $22,500 for the year ended December 31, 2014 audit. Our previous
auditors, Borgers and Cutler CPA PLLC billed $22,500 for the December 31, 2013 audit and an aggregate of $12,500 in connection
with the reviews of the Company’s unaudited quarterly financial statements for the period ended December 31, 2014.
Audit
Fees and Audit Related Fees consist of fees billed for professional services rendered for auditing our Financial Statements, reviews
of interim Financial Statements included in quarterly reports, services performed in connection with other filings with the Securities
& Exchange Commission and related comfort letters and other services that are normally provided by our independent auditors
in connection with statutory and regulatory filings or engagements.
We
did not incur any fees related to tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2014 and
2013. We also did not incur any fees related to any other products or services.
Tax
Fees
Tax
Fees consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include
assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.
All Other
Fees
AVAILABLE
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in accordance with the Exchange Act we file reports, proxy statements and other information with the Securities and Exchange
Commission (the “Commission”). You may inspect and copy the reports, proxy statements and other information filed
by us with the Commission at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and as well as the Commission’s Regional Offices. You may also call the Commission at 1-800-SEC-0330
for more information about the public reference room, how to obtain copies of documents by mail or how to access documents electronically
on the Commission’s Web site at (http://www.sec.gov).
The
Board of Directors of the Company knows of no matters, other than those described in this Information Statement, which have been
recently approved or considered by the holders of the Company’s Common Stock.
BY ORDER
OF THE BOARD OF DIRECTORS
/s/
Gerald McIlhargey |
|
Gerald McIlhargey |
|
Acting President |
|
Dated February
02, 2015 |
|
Grafico Azioni St Joseph (PK) (USOTC:STJO)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni St Joseph (PK) (USOTC:STJO)
Storico
Da Giu 2023 a Giu 2024